On January 12, 2017, the compensation committee of
the Board of Directors, the Board of Directors and a stockholder of
Walker Innovation Inc. (the "Company") entitled to vote 2,358,500
shares of the Company's common stock, par value $0.001("Common
Stock") and 14,999,000 shares of Series B Preferred Stock,
representing, collectively, approximately 82.3% of the outstanding
voting stock of the Company entitled to vote on such date with
respect to such corporate actions, approved a one-time stock Option
Repricing program (the "Option Repricing") to permit the Company to
reprice certain options to purchase the Company's Common Stock held
by its current directors, officers and employees (the "Eligible
Options"), which actions will become effective on the twentieth
calendar day following the mailing to the Company's stockholders of
the definitive Information Statement on Schedule 14C filed with the
Securities and Exchange Commission, which effectiveness date is
currently expected to be February 19, 2017. Under the Option
Repricing, as of the date the Option Repricing becomes effective,
Eligible Options with an exercise price at or above $1.37 per share
(expected to represent an aggregate of 2,743,000 options, or 58% of
the total outstanding) will be amended to reduce such exercise
price to the average daily volume weighted average closing price of
the Common Stock on the OTCQB for the 20 trading day period
immediately following such effective date or, if greater, the
closing price of a share of the Company's Common Stock, as reported
by the OTCQB on the business day immediately prior thereto
(currently expected to be February 17, 2017).

The Company will record the impact of the repricing
(which will be a charge to operations over the remaining term of
the option) in the first quarter of 2017. The charge is non cash
and equity neutral and in the opinion of management will have no
material impact on the operating activities of the Company.

2

SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.